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Dear Members,
Your Directors have pleasure in presenting the 38th Annual Report and
Audited Financial Statements of your Company for the year ended 31st March,
2023 and the Report of the Auditors thereon.
1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:
Your Company has not carried on any business activities in current and previous
financial years. Loss after tax for the financial year 2022-23 was Rs. 11,67,000
(Rs.7,24,669 in the previous year).
Since the Company has suffered loss during the current year there is no provision for
income tax in the year.
Your Board of Director are evaluating various business opportunities from time to time
and is in continuous efforts to raise resources from investors or institutions, however
during the financial year none of this materialized.
2. BRIEF STATE OF COMPANY'S AFFAIRS:
The Company is a professionally managed Company and the Company has business objectives
of manufacturers, coaters processors, importers. exporters, buyers, sellers commission
agents of and dealers in all types of chemicals, plastics, rubber, leather, foam,
cellulose, was and their products of any nature and kind whatsoever and in particular High
Density Polyethylene/Polypropylene Sacks and fabrics with or without lamination of any of
the products and or other packaging products or new substances being improvements upon,
modifications of or resulting from any processes and or manufacturers of materials from
the waste realised from any of the above mentioned products either on its own account or
on commission, however in view of the poor financial conditions of the Company during the
year no business operation has taken place and efforts made by the Board of Directors were
not materialised.
3. DIVIDEND:
Your Directors express their inability to recommend any dividend since the Company has
suffered loss during the current financial year.
4. TRANSFER TO RESERVES:
Since the Company has no surplus during the year no amount has been transferred to the
5. SHARE CAPITAL:
The Paid up Equity Share Capital of the Company as on March 31, 2023 is Rs.14,00,000
divided into 1,40,000 Equity shares having face value of Rs.10 each.
During the year under review, the Company has not issued any shares with differential
rights, sweat equity shares and equity shares under Employees Stock Option Scheme.
6. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on 31st March, 2023, the Company does not have any Subsidiary or
Associate and Joint Venture Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year no such material and significant orders which were passed by the
Regulators or Courts or tribunals which impact the going concern status.
8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
9. REPORTING OF FRAUDS:
There were no instances of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and rules made thereunder.
10. DEPOSITS:
Your Company has not accepted any xed deposits from the public under Section 73 of the
Companies Act, 2013 and is therefore not required to furnish information in respect of
outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per
the provisions of Reserve Bank of India.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
During the year, your Company has not given any loan, Guarantee or not made any
investment under Section 186 of the Act.
12. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 the Annual Return as on 31st
March, 2023 is available on Company's website within 60 days from the date of the Annual
General Meeting.
13. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Presently, your Company has not carried on any business activities and therefore not
required to disclose the details related to conservation of energy, technology absorption.
Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during
the year under review.
14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) COMPOSITION OF BOARD:
As on end of financial year, Board of Directors of your company comprises of 4 (Four)
Directors out of which 2 (Two) are Independent Non-Executive Directors including 2 (Two)
Woman Directors.
During the year, following persons have been appointed by the Board of the Company:
1. Mr. Jignesh Kumar Patel (DIN: 05257911) has been appointed as an additional
Managing Director of the Company for a period of 5 consecutive years from 29 th
December, 2022, subject to approval by the Members of the Company.
2. Ms. Nilam Viren Makwana (DIN: 09210336) has been appointed as an additional
Independent Director of the Company for a period of 5 consecutive years from 24th
January, 2023, subject to approval by the Members of the Company
3. Ms. Vishakha D Shah (DIN: 09711526) has been appointed as an additional
Independent Director of the Company for a period of 5 consecutive years from 24th
January, 2023, subject to approval by the Members of the Company.
4. Mr. Nishikant Gothwal (DIN: 09772275) has been appointed as the additional
non-executive Director of the Company w.e.f. 06th March, 2023, subject to
approval by the Members of the Company.
During the year, following persons have given resignation from the Company:
1. Mr. Hemant Prasad Ameta (DIN: 06491207), Director of the Company has given
resignation w.e.f. 01st October, 2022.
2. Ms. Ruchi Subhash Mandora (DIN: 07136440), Women Director of the Company has
given resignation w.e.f. 01st October, 2022.
3. Mr. Kamal Kumar Jain (DIN: 00418536), Director of the Company has given
resignation w.e.f. 28th December, 2022.
4. Mr. Kanhaiyalal Satyanarain Basotia (DIN: 01965955), Whole-time director of
the Company has given resignation w.e.f. 03rd February, 2023.
(B) RETIREMENT BY ROTATION:
Mr. Jignesh Kumar Patel (DIN: 05257911), Managing Director retires by rotation and
being eligible offers himself for reappointment.
(C) RE-APPOINTMENT/APPOINTMENT:
Your Directors in order to broad base the Composition of Board and based on the
recommendation of the Nomination and Remuneration Committee, and taking into account their
credentials, expertise and experience, appointed Mr. Jignesh Kumar Patel (DIN: 05257911)
as an additional Managing Director of the Company for a period of 5 consecutive years from
29th December, 2022, subject to approval by the Members of the Company.
Ms. Nilam Viren Makwana (DIN: 09210336) and Ms. Vishakha D Shah (DIN: 09711526) as an
additional and Independent Director of the Company for a period of 5 consecutive years
from 24th January, 2023, subject to approval by the Members of the Company.
Mr. Nishikant Gothwal (DIN: 09772275) was appointed as the additional non-executive
Director of the Company w.e.f. 06th March, 2023, subject to approval by the
Members of the Company.
Necessary resolutions for approval of the appointment of the aforesaid Directors have
been included in the Notice of the forthcoming 38th Annual General Meeting of
the Company. Your Directors recommend the same for approval by the Members.
In the opinion of the Board the Directors so getting appointed are of integrity,
expertise and experience as required by the Company. Profiles of the aforesaid Directors
seeking appointment, as required under Regulations 36(3) of the Listing Regulations and
Clause 1.2.5 of the Secretarial Standard 2, are given in Annexure-A to the Notice of the
forthcoming 38th Annual General Meeting.
(D) INDEPENDENT DIRECTORS:
Your Company has received the confirmation / disclosures from the Independent Directors
for the year as mandated under Section 149(7) of the Companies Act, 2013 that they meet
the criteria of Independence as provided under Section 149(6) of the Act read with
Regulation 16(1)(b) ‘the Listing Regulations'. There has been no change in the
circumstances affecting their status as Independent Director of the Company.
The following are the Independent Non-Executive Directors of the Company: Ms. Nilam
Viren Makwana and Ms. Vishakha D Shah.
(E) WOMAN DIRECTOR:
In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company
shall have at least one Woman Director on the Board of the Company. Your Company at the
end of the financial year has Ms. Nilam Viren Makwana and Ms. Vishakha D Shah as Woman
Directors on the Board of the Company.
(F) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company as on date:
| Mr. Jignesh Kumar Patel |
Managing Director |
| Mr. Jignesh Kumar Patel |
Chief Financial Officer (CFO) |
During the period under review, Mr. Kanhaiyalal Basotia, has given the resignation from
the post of Whole-Time Director of the Company w.e.f. 03rd February, 2023.
Whereas, Jignesh Patel has been appointed as Managing Director of the Company w.e.f. 29th
December, 2022.
Further, Mr. Sushil Basotia has given the resignation from the position of the Chief
Financial Officer of the Company w.e.f. 03rd February, 2023. Mr. Jignesh Patel
has been appointed as Chief Financial Officer of the Company w.e.f. 01st March,
2023 in his place.
During the period under review, Mr. Sandeep Jha has given resignation from the post of
Company Secretary w.e.f 28th December, 2022 and Mr. Jayesh Bhavsar was
Appointed Company Secretary w.e.f 29th December, 2022 in his place. However, he
has also placed his resignation from the post of Company Secretary w.e.f. 31st
March, 2023.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE:
During the year, the meetings of the Board of Directors were held at regular interval
and the Board met 10 (Ten) times. Dates of Board meetings and attendance of Directors are
given below;
| Sr. No. |
Date of Board Meeting |
Total Directors |
Present Directors |
| 1. |
11/05/2022 |
4 |
4 |
| 2. |
08/08/2022 |
4 |
4 |
| 3. |
01/10/2022 |
4 |
4 |
| 4. |
11/11/2022 |
3 |
2 |
| 5. |
28/12/2022 |
3 |
2 |
| 6. |
24/01/2023 |
3 |
2 |
| 7. |
30/01/2023 |
4 |
4 |
| 8. |
03/02/2023 |
4 |
4 |
| 9. |
01/03/2023 |
3 |
3 |
| 10. |
06/03/2023 |
3 |
3 |
| 11. |
31/03/2023 |
4 |
4 |
16. MEETING OF INDEPENDENT DIRECTORS:
Independent Directors duly met during the year under review.
17. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company strives to maintain an appropriate combination of Executive, Non-Executive
and Independent Directors subject to a maximum as provided in Articles of Association and
Company's policy as referred under Section 178(3) of the Companies Act, 2013 is placed on
the website of the Company. The member can avail the same from
http://www.planterspolysacks.com/policies.html.
18. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
There are no such particulars as the Company has not made any such transactions
referred under Section 186 of the Companies Act, 2013.
19. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:
A formal evaluation of performance of the Board, it's Committees and the individual
Directors was carried out. Led by the Nomination and Remuneration Committee, the
evaluation was done using individual questionnaires, receipt of regular inputs and
information, functioning, performance and structure of Board Committees, ethics and
values, skill set, knowledge and expertise of Directors, leadership etc.
20. AUDITORS:
Statutory Audit and Auditors Appointment:
In terms of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s.
M N T and Associates LLP, Chartered Accountants, (Firm Reg. No. W100115) were appointed as
the Statutory Auditors of the Company from the conclusion of 37th Annual
General Meeting until the conclusion of 42nd Annual General Meeting of Company.
However, M/s. MNT and Associates LLP, Chartered Accountants has given resignation from
the post of the Statutory Auditors of the Company w.e.f. 12th May, 2023, before
the completion of the tenure of 5 years.
To fill the casual vacancy aroused due to the resignation given M/s. MNT and Associates
LLP, Chartered Accountants, the Audit Committee and the Board of Directors has recommended
the appointment of M/s. J. Singh & Associates, Chartered Accountants (Firm Reg. No.
110266W) as the Statutory Auditor of the Company from the conclusion of the 38th
Annual General Meeting till the conclusion of the 39th Annual General Meeting
of the Company. Therefore, the said appointment has been put forward for approval of the
members with or without modification in the ensuing Annual General Meeting.
There is no audit qualification or observation on the financial statements of Company,
by the statutory auditors for the year under review and therefore, do not call for any
further explanation or comments from the Board under Section 134(3) of the Act.
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s.
Dharti Patel & Associates, Practicing Company Secretaries, as its Secretarial Auditors
to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The
Company has provided all assistance and facilities to the Secretarial Auditor for
conducting their audit. The report of Secretarial Auditor for the financial year ended 31st
March, 2023 is annexed to this report as Annexure-I.
Further, Director Non- Disqualification certificate as per the requirement of
regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-II.
22. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:
a) All applicable accounting standards have been followed in the preparations of the
annual accounts with proper explanation relating to material departures;
b) Your Directors have selected such accounting policies and applied them consistently,
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the statement of affairs of the Company as of 31.03.2023 and of the loss of the c)
Proper and s ufficient c are has been taken for the maintenance of adequate accounting
records in accordance with the provision of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis as stated in the
notes on accounts;
e) The Company follows internal financial controls and that such internal controls are
adequate and are operating adequately.
f) There are proper systems devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has implemented such internal financial controls commensurate with the size
of the Company to provide a true and fair view of the financial statements and has laid
down such standards and processes which ensures that the same are adequate and operating
efficiently.
24. AUDIT COMMITTEE:
The Company has Audit Committee constituted under the Chairmanship of Ms. Nilam Makwana
in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on 31st
March, 2023, the Composition of the Committee is Ms. Nilam Makwana, Chairman; Ms. Vishakha
Shah and Mr. Jignesh Patel are the members;
All the recommendations made by the Audit Committee were accepted by the Board during
the year. During the year the Committee met 4 (four) times.
25. VIGIL MECHANISM:
As required in terms of the provisions of Section 177 (9) of the Act, your Company has
implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report
genuine concerns relating to reportable matters such as breach of code of conduct, fraud,
employee misconduct, misappropriation of funds, health and safety matters etc. the
mechanism provides for adequate safeguards against victimization of Whistle Blower who
avail of such mechanism and provides for direct access to the chairman of the Audit
Committee.
The functioning of the Whistle Blower policy is being reviewed by the Audit Committee
from time to time. None of the Whistle Blower has been denied access to the Audit
Committee of
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company's net worth, turnover or net profit are below the limits specified under
Section 135 of the Act and therefore the requirement for constituting Corporate Social
Responsibility Committee; formation of policy and other related provisions are not
applicable during the year.
27. RISK MANAGEMENT POLICY:
The Board of Director are overall responsible for identifying, evaluating, mitigating
and managing all significant kinds of risks faced by the Company. The Board has approved
Risk Management policy, which acts as guiding principles by which key risks are managed in
the Company.
The Board itself monitors and reviews the risks which have potential bearing on the
performance of the Company and in the opinion of the Board there is no risk faced by the
Company, which threatens its existence.
28. CORPORATE GOVERNANCE REPORT:
In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance
with Corporate Governance provisions as specified is not applicable as the Company's Paid
up Equity Share Capital is not exceeding rupees 10 Crores and net worth is not exceeding
rupees 25 Crores as on 31st March, 2023.
29. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the
Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from
time to time, the Company is required to disclose the ratio of the remuneration of each
director to the median employee's remuneration and such other details. However, there are
no such details reportable.
30. IBC CODE & ONE-TIME SETTLEMENT:
There is no proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the
Company with any bank or financial institution.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company believes in creating an environment for its employees which is free from
discrimination. The Company culture embraces treating everyone with dignity and respect
and believes in equality irrespective of the gender of an employee. The Company is
committed to take progressive measures to increase representation of women particularly at
leadership level. During the year there are no such complaints and therefore not required
to be reported.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report forms part of this Annual Report for the
year ended 31st March, 2023.
33. ADDITIONAL INFORMATION:
Your Company provides additional information related to the Company's business, matter
of interest to the investors like financial information etc. on its website
www.planterspolysacks.com.
34. DISCLOSURE:
The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1
and SS-2.
35. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for assistance and co-operation
received from various Government agencies, Banks, Financial Institutions, Stock Exchanges,
customers, suppliers and other business associates during the financial year.
| By Order of the Board of Directors |
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| For, Planter's Polysacks Limited |
|
|
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Sd/- |
Sd/- |
| Place: Mumbai |
Nishikant Gothwal |
Jignesh Kumar Patel |
| Date: 12th May, 2023 |
Director |
Managing Director |
|
(DIN: 09772275) |
(DIN: 05257911) |
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